PKY Parkway, Inc. (delisted)

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This Amendment No. 2 (the “ Amendment ”) amends and supplements the Schedule 13D filed by the Reporting Persons on October 17, 2016, as amended and supplemented by Amendment No. 1 filed on July 5, 2017 (as so amended, the “ Original Schedule 13D ” and, as amended and supplemented by this Amendment, the “ Schedule 13D ”), with respect to the common stock (the “ Common Stock ”) of Parkway, Inc. (the “ Issuer ”). Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 2. Identity and Background .

This Amendment amends and restates the second, third and fourth paragraphs of Item 2 of the Original Schedule 13D in their entirety as set forth below:

“Group Advisors is the sole member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings, II, L.P., a Delaware limited partnership, which is the general partner of TPG Holdings II Sub, L.P., a Delaware limited partnership, which is the sole member of TPG Capital Advisors, LLC, a Delaware limited liability company, which is the sole member of TPG VI Management, LLC, a Delaware limited liability company (“ TPG Management ”), which directly held shares of Common Stock. Because of the relationship of Group Advisors to TPG Management, Group Advisors may have been deemed to have beneficially owned the shares of Common Stock directly held by TPG Management.

Advisors VI is the general partner of TPG VI Pantera Holdings, L.P., a Delaware limited partnership (“ TPG Pantera ” and, together with TPG Management, the “ TPG Funds ”), which directly held shares of Common Stock. Because of the relationship of Advisors VI to TPG Pantera, Advisors VI may have been deemed to have beneficially owned the shares of Common Stock directly held by TPG Pantera.

Messrs. Bonderman and Coulter are sole shareholders of each of Group Advisors and Advisors VI. Because of the relationship of Messrs. Bonderman and Coulter to Group Advisors and Advisors VI, each of Messrs. Bonderman and Coulter may have been deemed to have beneficially owned the securities reported herein. Messrs. Bonderman and Coulter disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.”

Item 4. Purpose of Transaction .

This Amendment amends and supplements Item 4 of the Original Schedule 13D by adding the following after the second paragraph under the heading “ Voting Agreement ”:

“On October 12, 2017, the Merger closed.”

Item 5. Interest in Securities of the Issuer .

This Amendment amends and restates the second paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:

“(a)-(b) As a result of the closing of the Merger, the Reporting Persons no longer beneficially own any shares of Common Stock.”

This Amendment amends and restates the fifth paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:

“(e) As a result of the closing of the Merger, on October 12, 2017, the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock.”

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 13, 2017

TPG Group Holdings (SBS) Advisors, Inc.

By:  /s/ Michael LaGatta                     

Name: Michael LaGatta

Title: Vice President

TPG Advisors VI, Inc.

By:   /s/ Michael LaGatta                     

Name: Michael LaGatta

Title: Vice President

David Bonderman

By:  /s/ Clive Bode                               

Name: Clive Bode, on behalf of David Bonderman (1)

James G. Coulter

By:  /s/ Clive Bode                               

Name: Clive Bode, on behalf of James G. Coulter (2)

(1) Clive Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Securities and Exchange Commission (the “ Commission ”) as an exhibit to an amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).

(2) Clive Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).

INDEX TO EXHIBITS

1. Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011 (incorporated by reference to Exhibit 1 to Schedule 13G filed with the Commission on February 14, 2011 by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter).
2. Agreement and Plan of Merger, dated as of April 28, 2016, by and among Parkway Properties, Inc., Parkway Properties, LP, Cousins Properties Incorporated and Clinic Sub Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Cousins Properties Incorporated filed with the Commission on April 29, 2016).
3. Stockholders Agreement, dated as of October 7, 2016, by and among TPG VI Pantera Holdings, L.P., Parkway, Inc. and TPG VI Management, LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Parkway, Inc. filed with the Commission on October 12, 2016).
4. Voting Agreement, dated as of June 29, 2017, by and among Real Estate Houston US Trust, Real Estate Houston US LLC, TPG VI Pantera Holdings, L.P. and TPG VI Management, LLC.